SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Thorp Clay

(Last)

(First)

(Middle)

C/O CLEARSIDE BIOMEDICAL, INC.

1220 OLD ALPHARETTA ROAD, SUITE 300

(Street)

ALPHARETTA

30005

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2016

3. Issuer Name and Ticker or Trading Symbol
Clearside Biomedical, Inc. [ CLSD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	112,048⁽¹⁾	I	See Footnotes⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,850,823⁽⁴⁾	⁽³⁾	I	See Footnotes⁽²⁾
Series A-1 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	752,058⁽⁴⁾	⁽⁵⁾	I	See Footnotes⁽²⁾
Series B Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	393,581⁽⁴⁾	⁽⁶⁾	I	See Footnotes⁽²⁾
Series C Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	325,323⁽⁴⁾	⁽⁷⁾	I	See Footnotes⁽²⁾
Warrant to Purchase Common Stock (right to buy)	04/28/2014	⁽⁸⁾	Common Stock	19,900⁽⁹⁾	$0.022⁽⁹⁾	I	By Hatteras Venture Partners III, LP⁽²⁾⁽¹⁰⁾
Warrant to Purchase Common Stock (right to buy)	04/28/2014	⁽⁸⁾	Common Stock	1,805⁽⁹⁾	$0.022⁽⁹⁾	I	By Hatteras Venture Affiliates III, LP⁽²⁾⁽¹¹⁾
Warrant to Purchase Common Stock (right to buy)	04/28/2014	⁽⁸⁾	Common Stock	21,705⁽⁹⁾	$0.022⁽⁹⁾	I	By Hatteras Venture Partners IV SBIC, LP⁽²⁾⁽¹²⁾

Explanation of Responses:

1. The number of shares of common stock reflects a 1-for-2.2 reverse stock split of the Issuer's common stock effected on May 11, 2016.

2. The reporting person is one of the general partners of: (i) Hatteras Venture Advisors III, LLC, which is the general partner of Hatteras Venture Partners III, LP ("HVP III") and Hatteras Venture Affiliates III, LP ("HVA III"); (ii) Hatteras Venture Advisors IV SBIC, LLC, which is the general partner of Hatteras Venture Partners IV SBIC, LP ("HVP IV"); and (iii) Hatteras Venture Advisors IV, LLC, which is the general partner of Hatteras NC Fund, LP ("Hatteras NC"). HVP III, HVA III, HVP IV and Hatteras NC are the record holders of the securities, and the reporting person may be deemed to share voting and dispositive power over the securities held by HVP III, HVA III, HVP IV and Hatteras NC. The reporting person disclaims beneficial ownership of these securities and this report is not an admission that the reporting person is a beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.

3. Each share of the Series A Preferred Stock is convertible, at any time, at the holder's election, into 0.454545 shares of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A Preferred Stock will automatically convert into 0.454545 shares of the Issuer's common stock. The Series A Preferred Stock has no expiration date.

4. The number of underlying shares of common stock reflects a 1-for-2.2 reverse stock split of the Issuer's common stock effected on May 11, 2016.

5. Each share of the Series A-1 Preferred Stock is convertible, at any time, at the holder's election, into 0.454545 shares of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A-1 Preferred Stock will automatically convert into 0.454545 shares of the Issuer's common stock. The Series A-1 Preferred Stock has no expiration date.

6. Each share of the Series B Preferred Stock is convertible, at any time, at the holder's election, into 0.454545 shares of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series B Preferred Stock will automatically convert into 0.454545 shares of the Issuer's common stock. The Series B Preferred Stock has no expiration date.

7. Each share of the Series C Preferred Stock is convertible, at any time, at the holder's election, into 0.454545 shares of the Issuer's common stock. The terms of the Series C Preferred Stock provide that the ratio at which each share of such series converts into shares of the Issuer's common stock will increase if the offering price for the Issuer's initial public offering of common stock is below $8.34 per share. Based upon the anticipated initial public offering price of $7.00 per share, each share of Series C Preferred Stock will convert into approximately 0.4814 shares of the Issuer's common stock immediately prior to the closing of the offering. The Series C Preferred Stock has no expiration date.

8. This warrant expires upon an initial public offering of the Issuer's securities.

9. The number of underlying shares of common stock and the exercise price reported reflect a 1-for-2.2 reverse stock split of the Issuer's common stock effected on May 11, 2016.

10. The reportable securities are owned directly by HVP III.

11. The reportable securities are owned directly by HVA III.

12. The reportable securities are owned directly by HVP IV.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Brian F. Leaf, Attorney-in-Fact	06/01/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.